Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the Company shall prepare a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred in connection with the preparation and negotiation of this Agreement. The Company shall (i) cause all Registrable Securities registered hereunder to be listed on each securities exchange on which the Registrable Securities are listed by the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any Blue Sky filings to the extent required to register or qualify Registrable Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdiction.

Filing of Registration Statement. Subject The Company shall file with the SEC, within two (2) Business Days from the Execution Date, a prospectus supplement covering the offering and sale of the Securities (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to their filing with the SEC, the Company shall prepare a Registration Statement on Form S-3give reasonable consideration to all such comments, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall not file the Current Report or the Prospectus Supplement with the SEC in a responsive amendment form to any SEC comments received regarding which the Registration Statement as soon as Investor reasonably practical after receipt of such commentsobjects. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known Investor shall furnish to the Company that would cause such information regarding itself, the Company to delay filing Company’s securities beneficially owned by the Registration Statement in accordance with this Section 1.1. All expenses Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the registration sale or distribution of the Registrable SecuritiesCompany’s securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements as shall be borne reasonably requested by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred Company in connection with the preparation and negotiation filing of this Agreementthe Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any effective registration statement filed or any post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (iincluding the passage of time) cause all Registrable Securities registered hereunder which makes the Prospectus not to be listed on each securities exchange on which in compliance with Section 5(b) or 10 of the Registrable Securities are listed by Act and shall use its best efforts thereafter to file with the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make SEC any Blue Sky filings Post-Effective Amendment to the extent required Base Registration Statement, amended prospectus or prospectus supplement in order to register comply with Section 5(b) or qualify Registrable 10 of the Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionAct.

Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the The Company shall prepare use its best efforts to file or cause to be filed with the Commission concurrently with or promptly after completion of an initial public offering of the Company's Common Stock, a shelf registration statement pursuant to Rule 415 (as may then be amended) under the Act (the "Shelf Registration Statement Statement") on Form S-1 or Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt use of such comments. The Company represents form is then available and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne determined by the Company; , to cover resale of Transfer Restricted Securities by the Holders thereof who shall have timely provided that each Party shall be responsible for its fees (including legal feesthe information required pursuant to Section 3(e) and expenses incurred in connection with the preparation and negotiation of this Agreementhereof. The Company shall (i) use its reasonable best efforts to cause all Registrable Securities registered hereunder such Shelf Registration Statement to be listed on each securities exchange on which the Registrable Securities are listed declared effective by the CompanyCommission on or prior to 120 days after the closing of such initial public offering. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, (ii) maintain a transfer agent supplemented and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any Blue Sky filings amended to the extent required necessary to register ensure that it is available for resales of Transfer Restricted Securities until the second anniversary of the initial public offering (or qualify Registrable Securities such later time as the Transfer Restricted Shares would become freely tradeable, assuming net exercise, under state Blue Sky lawsRule 144(k) of the Act, or any successor provision thereto (as further described in Section 4 below)); provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a written opinion, which has been furnished to and is reasonably acceptable to the Placement Agent, from the Company's counsel, Piper & Marbury L.L.P., or other counsel designated by the Company and reasonably acceptable to the Placement Agent ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Company further agrees to use its reasonable best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company upon knowledge of such an event, shall as promptly as practicable file an amendment to the Shelf Registration Statement, in connection therewith the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. Notwithstanding anything to the contrary in this Section 3, subject to compliance with Sections 4 and 5(b), if applicable, the Company may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A), in the judgment of the Company's Board of Directors, acting with the advice of counsel experienced in securities laws matters, the Board of Directors determine that (i) the Company is in possession of material non-public information, (ii) such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) disclosure of such material non-public information would be materially adverse to the best interests of the Company and its stockholders or (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (i) that is material to the Company and its subsidiaries taken as a condition thereof whole and (ii) the Board of Directors of the Company determines in good faith that offers and sales of Transfer Restricted Securities pursuant to qualify the Shelf Registration Statement prior to do businessthe consummation of such transaction (or such earlier date as the Board of Directors shall determine) would be materially adverse to the best interests of the Company and its stockholders or (C) (i) the Company has received any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Shelf Registration Statement or related Prospectus or for additional information, where not otherwise required(ii) the Commission or any other federal or state governmental authority has issued any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) the Company has received any notification with respect to the suspension of the qualification or to file a general consent to service exemption from qualification of process any of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, (iv) advised by counsel to the Company experienced in securities laws matters, upon the existence of any fact or happening of any event which makes any statement of a material fact in such Registration Statement or related Prospectus untrue or which would require the making of any changes in the Registration Statement or Prospectus in order that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or jurisdictionnecessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) upon advice of counsel to the Company experienced in securities laws matters, the Company has determined that a post-effective amendment to a Registration Statement would be appropriate (the period during which any such prohibition of offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement is in effect pursuant to clause (A), (B) or (C) of this subparagraph (a) is referred to herein as a "Suspension Period"). A Suspension Period shall commence on and include the date on which the Company provides written notice to Holders of Transfer Restricted Securities covered by the Shelf Registration Statement that offers and sales of Transfer Restricted Securities cannot be made thereunder in accordance with this Section 3 and shall end three business days after the earlier to occur of (x) the date on which such material information is disclosed to the public or ceases to be material or the Company is able to so comply with its disclosure obligations and Commission requirements or (y) 25 days after written notice is provided by the Company to the Holders of such Suspension Period. Each notice shall state to the extent, if any, as is practicable, an estimate of the expected duration of the Suspension Period.

Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the The Company shall prepare a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”a) as soon promptly as reasonably practical practicable (but in any event within 30 days following no later than one Business Day after the date hereof. The Registration Statement shall not be filed as a confidential filing and ), file the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 relating to the Rights, Units, Notes, Unit Warrants, and that there are no matters known Class A Common Stock underlying the Unit Warrants, including all exhibits and financial statements required by the SEC to be filed therewith (including but not limited to the indenture in respect of the Notes in the form attached hereto as Exhibit E (the “Note Indenture”) and the warrant agreement in respect of the Unit Warrants in the form attached hereto as Exhibit F (the “Unit Warrant Agreement”)), (b) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and shall provide copies of such comments to TWX promptly upon receipt, (c) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC and thereafter commence the Rights Offering as promptly as reasonably practicable, and in any event within eight Business Days following the date of such effectiveness, (e) to the extent required by applicable Law, as promptly as reasonably practicable prepare and file any supplement or amendment to the Registration Statement and distribute to the Company shareholders as of the Record Date any supplement or amendment to the Prospectus if any event shall occur which requires such action at any time prior to the closing of the Rights Offering, (f) as promptly as reasonably practicable (but in any event no later than March 10, 2014) prepare and file with the SEC the information required by Part III of Form 10-K to the extent such information is not included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the SEC on February 28, 2014, and (g) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Rights Offering. Prior to the filing by the Company with the SEC of (i) any amendment or supplement to the Registration Statement or the Prospectus or (ii) any free writing prospectus or other documents that would cause are incorporated by reference into the Registration Statement or the Prospectus or that reference TWX or any of its Affiliates, and until such time as the Rights Offering is closed, abandoned or terminated, the Company shall provide TWX a reasonable opportunity to review and approve any document to be so filed, provided that TWX will respond as promptly as reasonably practicable and, in any event, reasonably in advance of any applicable deadline for such filing in order to allow the Company to delay filing meet such deadline for such filing; provided, further, however, that any such documents that (A) do not relate to any of the Registration Statement transactions contemplated hereby and (B) do not reference TWX or any of its Affiliates unless references to TWX or any of its Affiliates are consistent with the Company’s prior disclosures contained in accordance with this Section 1.1. All expenses relating its Company Reports and do not relate to any of the transactions contemplated hereby, shall not be subject to the registration approval of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred in connection with the preparation and negotiation of this AgreementTWX. The Company shall (i) cause all Registrable Securities registered hereunder to be listed on each securities exchange on which advise TWX, promptly after it receives notice thereof, of the Registrable Securities are listed time when the Registration Statement has become effective or any amendment or supplement has been filed, of the issuance of any stop order, or any request by the CompanySEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Without the prior written consent of TW BV, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any Blue Sky filings to the extent required to register or qualify Registrable Securities under state Blue Sky laws, provided that the Company shall not (w) on or prior to the Initial Term Loan Maturity Date, terminate the Rights Offering, (x) extend the period during which the Rights Offering may be required accepted, (y) waive any condition to the closing of the Rights Offering, or (z) close the Rights Offering on terms other than those set forth in connection therewith or the Registration Statement, as the same may be amended in accordance with the terms hereof. It shall be a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service closing the Rights Offering that the Requisite Vote shall have been obtained and the transactions contemplated by the Backstop Agreement shall have been consummated contemporaneously on the fifth Business Day following the expiration of process the Subscription Period (as defined in any state or jurisdictionthe Backstop Agreement).

Filing of Registration Statement. Subject The Company shall use its best efforts to file or cause to be filed with the Commission on or prior to the terms and conditions of this Agreementdate 30 days after the Closing Date, a shelf registration statement pursuant to Rule 415 (as may then be amended) under the Company shall prepare a Act (the "Shelf Registration Statement Statement") on Form S-1 or Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt use of such comments. The Company represents form is then available and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne determined by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred in connection with , to cover resales of Transfer Restricted Securities by the preparation and negotiation of this AgreementHolders thereof. The Company shall (i) use its best efforts to cause all Registrable Securities registered hereunder such Shelf Registration Statement to be listed on each securities exchange on which the Registrable Securities are listed declared effective by the CompanyCommission on or prior to the date 90 days after the Closing Date. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective, (ii) maintain a transfer agent supplemented and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any Blue Sky filings amended to the extent required necessary to register ensure that it is available for resales of Transfer Restricted Securities for a period ending two years from the effective date thereof or qualify Registrable such shorter period that will terminate when each of the Transfer Restricted Securities under state Blue Sky laws, covered by the Shelf Registration Statement shall cease to be a Transfer Restricted Security (as further described in Section 5 below); provided that the Company shall not be required in connection therewith or obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a condition thereof written opinion, which has been furnished to qualify and is reasonably acceptable to do businessthe Initial Purchasers, where not otherwise requiredfrom the Company's counsel, Morrxxxx & Xoerxxxx XXX, or other counsel designated by the Company and reasonably acceptable to file the Initial Purchasers ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Company further agrees to use its best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a general consent material fact or omit to service of process in any state a material fact required to be stated therein or jurisdiction.necessary to make the statements therein not misleading or to be not effective and usable for

Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the The Company shall prepare use its best efforts to file or cause to be filed with the Commission on or prior to 60 days after the Closing Date, a shelf registration statement pursuant to Rule 415 (as may then be amended) under the Act (the "Shelf Registration Statement Statement") on Form S-1 or Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt use of such comments. The Company represents form is then available and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne determined by the Company; , to cover resales of Transfer Restricted Securities by the Holders thereof who shall have timely provided that each Party shall be responsible for its fees (including legal feesthe information required pursuant to Section 3(g) and expenses incurred in connection with the preparation and negotiation of this Agreementhereof. The Company shall (i) use its reasonable best efforts to cause all Registrable Securities registered hereunder such Shelf Registration Statement to be listed on each securities exchange on which the Registrable Securities are listed declared effective by the CompanyCommission on or prior to 120 days after the Closing Date. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, (ii) maintain a transfer agent supplemented and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any Blue Sky filings amended to the extent required necessary to register ensure that it is available for resales of Transfer Restricted Securities for a period ending two years from the effective date thereof or qualify Registrable such shorter period that will terminate when each of the Transfer Restricted Securities under state Blue Sky laws, covered by the Shelf Registration Statement shall cease to be a Transfer Restricted Security (as further described in Section 5 below); provided that the Company shall not be obligated to keep the Shelf Registration Statement effective as to any period with respect to which the Company has received a written opinion, which has been furnished to and is reasonably acceptable to the Initial Purchasers, from the Company's counsel, Piper & Marbury L.L.P., or other counsel designated by the Company and reasonably acceptable to the Initial Purchasers ("Company Counsel"), to the effect that the Transfer Restricted Securities can be freely offered and sold in the public markets without the continued effectiveness of the Shelf Registration Statement. The Company further agrees to use its reasonable best efforts to prevent the happening of any event that would cause the Shelf Registration Statement to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to be not effective and usable for resale of the Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable. Upon the occurrence of any event that would cause the Shelf Registration Statement (i) to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) to be not effective and usable for resale of Transfer Restricted Securities during the period that such Shelf Registration Statement is required to be effective and usable, the Company upon knowledge of such an event, shall as promptly as practicable file an amendment to the Shelf Registration Statement, in connection therewith the case of clause (i), correcting any such misstatement or omission, and in the case of either clause (i) or (ii), use its best efforts to cause such amendment to be declared effective and such Shelf Registration Statement to become usable as soon as practicable thereafter. Notwithstanding anything to the contrary in this Section 3, subject to compliance with Sections 4 and 5(b), if applicable, the Company may prohibit offers and sales of Transfer Restricted Securities pursuant to the Shelf Registration Statement at any time if (A) (i) it is in possession of material non-public information, (ii) the Board of Directors of the Company determines based on advice of counsel (which counsel shall be experienced in securities laws matters) that such prohibition is necessary in order to avoid a requirement to disclose such material non-public information and (iii) the Board of Directors of the Company determines in good faith that disclosure of such material non-public information would not be in the best interests of the Company and its stockholders or (B) the Company has made a public announcement relating to an acquisition or business combination transaction including the Company and/or one or more of its subsidiaries (i) that is material to the Company and its subsidiaries taken as a condition thereof whole and (ii) the Board of Directors of the Company determines in good faith that offers and sales of Transfer Restricted Securities pursuant to qualify the Shelf Registration Statement prior to do businessthe consummation of such transaction (or such earlier date as the Board of Directors shall determine) is not in the best interests of the Company and its stockholders or (C) (i) the Company has received any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, where not otherwise required(ii) the Commission or any other federal or state governmental authority has issued any stop order suspending the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (iii) the Company has received any notification with respect to the suspension of the qualification or to file a general consent to service exemption from qualification of process any of the Transfer Restricted Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose, (iv) upon the existence of any fact or happening of any event which makes any statement of a material fact in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes in the Registration Statement or Prospectus in order that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or jurisdiction.necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the

Filing of Registration Statement. Subject On or prior to the terms date 60 days after the Closing Date, prepare and conditions of this Agreement, file with the Company shall prepare Commission a Shelf Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses relating to the registration on Form S-1 or Form S-3, if the use of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting such form is then available and legal fees and disbursements shall be borne as determined by the Company; provided that each Party shall be responsible , for its fees (including legal fees) and expenses incurred the sale of the Transfer Restricted Securities in connection accordance with the preparation intended method or methods of distribution thereof and negotiation of this Agreementshall include all financial statements required to be included or incorporated by reference therein. The Company shall take such action as may be reasonably necessary so that (i) cause the Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement or amendment thereto complies in all Registrable Securities registered hereunder to be listed on each securities exchange on which material respects with the Registrable Securities are listed by Act and the Companyrules and regulations thereunder, (ii) maintain the Shelf Registration and any amendment thereto (in either case, other than with respect to written information furnished to the Company by or on behalf of any Holder specifically for inclusion therein) does not contain an untrue statement of a transfer agent and registrar for all Registrable Securities registered hereunder and material fact or omit to state a CUSIP number for all such Registrable Securities material fact required to be stated therein or necessary to make any statement therein not misleading and (iii) the Prospectus and any supplement thereto (in either case, other than with respect to such information from Holders), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to cooperate and assist in any Blue Sky filings required to be made with the NASD and use its reasonable best efforts to cause such Shelf Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Selling Holders to consummate the disposition of such Transfer Restricted Securities; provided, however, that before filing a Shelf Registration Statement or any Prospectus, or any amendments or supplements thereto, the Company will furnish to the extent required Initial Purchasers, each Selling Holder who may have requested the same in writing and the Underwriter(s), if any, copies of all such documents proposed to register or qualify Registrable Securities under state Blue Sky laws, provided be filed (except that the Company shall not be required to furnish any exhibits to such documents, including those incorporated by reference, unless so requested by an Initial Purchaser, Selling Holder or Underwriter in connection therewith writing), and the Company will not file any Shelf Registration Statement or amendment thereto or any Prospectus or any supplement thereto to which (i) the Initial Purchasers or the Underwriter(s), if any, shall reasonably object or (ii) if there are no Underwriters, the Initial Purchasers or the Holders of a majority of the outstanding Transfer Restricted Securities shall reasonably object (with holders of Common Stock constituting Transfer Restricted Securities being deemed to be Holders of the aggregate principal amount of Notes converted into such Common Stock for purposes of such calculation), in each such case within five business days after the receipt thereof. An Initial Purchaser, Holder or Underwriter, if any, shall be deemed to have reasonably objected to such filing if the Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed contains any untrue statement of a condition thereof material fact or omits to qualify state a material fact required to do business, where be stated therein or necessary to make the statements therein not otherwise required, misleading which misstatement or omission is specifically identified to file a general consent to service of process the Company in any state or jurisdictionwriting within such five business days.

Filing of Registration Statement. Subject The Company shall file with the SEC, within two (2) Business Days from the Execution Date, a prospectus supplement covering the offering and sale of the Purchase Notice Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus. The Company shall prepare permit the Investor to review and comment upon the Prospectus Supplement within a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect reasonable time prior to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement their filing with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing SEC and the Company shall file a responsive amendment give reasonable consideration to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of all such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known Investor shall furnish to the Company that would cause such information regarding itself, the Company to delay filing Company’s securities beneficially owned by the Registration Statement in accordance with this Section 1.1. All expenses Investor, and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the registration sale or distribution of the Registrable SecuritiesCompany’s securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements as shall be borne reasonably requested by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred Company in connection with the preparation and negotiation filing of this Agreementthe Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any effective registration statement filed or any post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (iincluding the passage of time) cause all Registrable Securities registered hereunder which makes the Prospectus not to be listed on each securities exchange on which in compliance with Section 5(b) or 10 of the Registrable Securities are listed by Act and shall use its best efforts thereafter to file with the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make SEC any Blue Sky filings post-effective amendment to the extent required Base Registration Statement, amended Prospectus or Prospectus Supplement in order to register comply with Section 5(b) or qualify Registrable 10 of the Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionAct.

Filing of Registration Statement. Subject The Company shall file with the SEC, within two (2) Business Days from the Execution Date, a prospectus supplement covering the offering and sale of the Purchase Notice Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted from the Prospectus at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to their filing with the SEC, the Company shall prepare a Registration Statement on Form S-3give reasonable consideration to all such comments, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall not file the Current Report or the Prospectus Supplement with the SEC in a responsive amendment form to any SEC comments received regarding which the Registration Statement as soon as Investor reasonably practical after receipt of such commentsobjects. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known Investor shall furnish to the Company that would cause such information regarding itself, the Company to delay filing Company’s securities beneficially owned by the Registration Statement in accordance with this Section 1.1. All expenses Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the registration sale or distribution of the Registrable SecuritiesCompany’s securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements as shall be borne reasonably requested by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred Company in connection with the preparation and negotiation filing of this Agreementthe Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. At the time of the filing of the Prospectus Supplement, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in the Prospectus (as supplemented by the Prospectus Supplement) or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there shall be no such untrue statement of material fact or omission in any effective registration statement filed or any post-effective amendment or prospectus which is a part of the foregoing. The Company shall promptly give the Investor notice of any event (iincluding the passage of time) cause all Registrable Securities registered hereunder which makes the Prospectus not to be listed on each securities exchange on which in compliance with Section 5(b) or 10 of the Registrable Securities are listed by Act and shall use its best efforts thereafter to file with the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make SEC any Blue Sky filings Post-Effective Amendment to the extent required Base Registration Statement, amended prospectus or prospectus supplement in order to register comply with Section 5(b) or qualify Registrable 10 of the Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionAct.

Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the The Company shall prepare a and file with the SEC the Resale Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely required by Article 2 with respect to the 160,536 common sharesRegistrable Securities, par value 0.10 per shareand use commercially reasonable efforts to cause such Resale Registration Statement relating to the Registrable Securities to become effective within 120 days after such filing, and shall keep the Resale Registration Statement continuously effective and available for use at all times, except as set forth herein, until such date as all of the Company issued Registrable Securities have been sold pursuant to this Agreement (“Registrable Securities”) and shall file the such Resale Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof"Registration Period"). The Selling Securityholders shall have the right to select one legal counsel (the "Legal Counsel") to review any Resale Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such commentsStatement. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement shall cooperate with Legal Counsel in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne by performing the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred in connection with 's obligations under the preparation and negotiation terms of this Agreement. The Company shall permit Legal Counsel to review and comment upon the Registration Statements and all amendments and supplements to the Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) Business Days prior to their filing with the SEC and not file any document containing information relating to the Selling Securityholders to which Legal Counsel reasonably objects. The Company shall (i) cause all Registrable Securities registered hereunder furnish to be listed on each securities exchange on which Legal Counsel, without charge, any correspondence from the Registrable Securities are listed by SEC or the Companystaff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) maintain a transfer agent promptly after the same is prepared and registrar for filed with the SEC, notify Legal Counsel of the filing of any Registration Statement and any amendment(s) thereto, including financial statements and schedules and all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities exhibits, and (iii) make upon the effectiveness of any Blue Sky filings Registration Statement, furnish to Legal Counsel, without charge, one copy of the extent required to register or qualify Registrable Securities under state Blue Sky laws, provided that the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall not be required reasonably cooperate with Legal Counsel in connection therewith or as a condition thereof performing the Company's obligations pursuant to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionthis Section 3.1.

Filing of Registration Statement. Subject The Company shall file with the SEC, within ten (10) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares, including any immediate subsequent resale of such Purchase Notice Shares by the Investor as notified to the Company (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the Company shall prepare a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, time of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt effectiveness of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses reliance on Rule 430B under the Securities Act, and disclosing all information relating to the registration transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in a section captioned “Plan of Distribution” and any other information or disclosure necessary to register the transactions contemplated herein. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Registrable SecuritiesCompany’s securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements as shall be borne reasonably requested by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred Company in connection with the preparation and negotiation filing of this Agreementthe Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (iincluding the passage of time) cause all Registrable Securities registered hereunder which makes the final prospectus not to be listed on each securities exchange on which in compliance with Section 5(b) or 10 of the Registrable Securities are listed by Act and shall use its best efforts thereafter to file with the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make SEC any Blue Sky filings post-effective amendment to the extent required Registration Statement or the Prospectuses in order to register comply with Section 5(b) or qualify Registrable 10 of the Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionAct.

Filing of Registration Statement. Subject The Company will cause to be prepared and filed a registration statement relating to the terms Conversion Shares (as defined in Section 7.6) and conditions the common stock underlying the Warrants (as described in Section 2) and cause such registration statement to become effective no later than August 1, 2000. The Company will cause the Registration Statement to remain effective for 90 days. If, during the period when such registration statement is effective, any event occurs as a result of this Agreementwhich the prospectus included in such registration statement would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, not misleading, or it shall be necessary to amend or supplement such prospectus to comply with applicable law, the Company shall will forthwith notify Purchaser and/or Transferee (as defined in Section 7.8) thereof and on request of Purchaser and/or Transferees (i) prepare and file under the Act such amendments and supplements as may be necessary to keep available a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (prospectus covering such registered stock meeting the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, requirements of the Company issued Act; and (ii) furnish to Purchaser and/or Transferees such numbers of copies of the registration statement and prospectus as amended or supplemented as may reasonably be requested from time to time. The registration statement filed pursuant to this Agreement (“Registrable Securities”) and Section 7.1 shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement prepared in accordance with this Section 1.1. All expenses relating to the requirements of a form for registration of promulgated by the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements Commission under the Act that shall be borne both permissible by the Company; provided that each Party shall be responsible its terms for its fees (including legal fees) and expenses incurred use in connection with the preparation and negotiation method of this Agreementdistribution contemplated by the Purchaser and/or Transferees, appropriate to such method of distribution. The Company shall pay for the cost of the registration statement deemed to have been filed under this Section 7.1 (i) cause all Registrable Securities registered hereunder to be listed on each securities exchange on which excluding 4 underwriter discounts and commissions, if any, and the Registrable Securities are listed by the Company, (ii) maintain a transfer agent fees and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make any Blue Sky filings to the extent required to register or qualify Registrable Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service expenses of process in any state or jurisdictionPurchaser's and/or Transferees' counsel).

Filing of Registration Statement. Subject The Company shall file with the SEC, within ten (10) Business Days from the date hereof, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares (the “Prospectus Supplement”). The Prospectus Supplement shall relate to the transactions contemplated by, describing the material terms and conditions of this Agreement, containing required information previously omitted at the Company shall prepare a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, time of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt effectiveness of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement in accordance with this Section 1.1. All expenses reliance on Rule 430B under the Securities Act, and disclosing all information relating to the registration transactions contemplated hereby required to be disclosed in the Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Base Prospectus. The Company shall permit the Investor to review and comment upon the Prospectus Supplement within a reasonable time prior to its filing with the SEC. The Company shall give reasonable consideration to all such comments, and shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects. The Investor shall furnish to the Company such information regarding itself, the Company’s securities beneficially owned by the Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the sale or distribution of the Registrable SecuritiesCompany’s securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements as shall be borne reasonably requested by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred Company in connection with the preparation and negotiation filing of this Agreementthe Current Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. The Registration Statement, at the time it became effective, complied and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will comply in all material respects with the applicable requirements of Form F-3, the Securities Act and the Exchange Act and did not and, as of each Purchase Notice Date, if any, when considered together with its post-effective amendments as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Purchase Notice Date, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by the Investor expressly for use therein. The Company shall promptly give the Investor notice of any event (iincluding the passage of time) cause all Registrable Securities registered hereunder which makes the final prospectus not to be listed on each securities exchange on which in compliance with Section 5(b) or 10 of the Registrable Securities are listed by Act and shall use its best efforts thereafter to file with the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make SEC any Blue Sky filings post-effective amendment to the extent required Registration Statement or the Prospectuses in order to register comply with Section 5(b) or qualify Registrable 10 of the Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionAct.

Filing of Registration Statement. Subject The Company shall file with the SEC, on or prior to the date of delivery of the first Purchase Notice, a prospectus supplement covering the offering and sale of the Purchase Notice Shares and the Commitment Shares. The prospectus supplement shall relate to the transactions contemplated by, and describing the material terms and conditions of of, this Agreement, containing required information previously omitted at the time of effectiveness of the Base Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be disclosed in the Base Registration Statement and the prospectus as of the date of the prospectus supplement, including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the prospectus. The Company shall permit the Investor to review and comment upon the prospectus supplement within a reasonable time prior to their filing with the SEC, the Company shall prepare a Registration Statement on Form S-3give reasonable consideration to all such comments, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall not file the Current Report or the prospectus supplement with the SEC in a responsive amendment form to any SEC comments received regarding which the Registration Statement as soon as Investor reasonably practical after receipt of such commentsobjects. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known Investor shall furnish to the Company that would cause such information regarding itself, the Company to delay filing Company’s securities beneficially owned by the Registration Statement in accordance with this Section 1.1. All expenses Investor and the intended method of distribution thereof, including any arrangement between the Investor and any other person or relating to the registration sale or distribution of the Registrable SecuritiesCompany’s securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements as shall be borne reasonably requested by the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred Company in connection with the preparation and negotiation filing of this Agreementthe Current Report and the prospectus supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the prospectus supplement with the SEC. The Company shall have no knowledge of any untrue statement (ior alleged untrue statement) cause all Registrable Securities registered hereunder of a material fact or omission (or alleged omission) of a material fact required to be listed on each securities exchange on stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any effective registration statement filed or any post-effective amendment or prospectus which is a part of the Registrable foregoing. The Company shall promptly give the Investor notice of any event (including the passage of time) which makes the final prospectus not to be in compliance with Section 5(b) or 10 of the Securities are listed by Act and shall use its best efforts thereafter to file with the Company, (ii) maintain a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities and (iii) make SEC any Blue Sky filings Post-Effective Amendment to the extent required Base Registration Statement, amended prospectus or prospectus supplement in order to register comply with Section 5(b) or qualify Registrable 10 of the Securities under state Blue Sky laws, provided that the Company shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionAct.

Filing of Registration Statement. Subject to the terms and conditions of this Agreement, the The Company shall prepare a and file with the SEC the Resale Registration Statement on Form S-3required by Article 2 with respect to the Registrable Securities, or other applicable form if Form S-3 is not and use commercially reasonable efforts to cause such Resale Registration Statement relating to the Registrable Securities to become effective within 120 days after such filing, and shall keep the Resale Registration Statement continuously effective and available or has for use at all times, except as set forth herein, until such date as all of the Registrable Securities have been rescinded or replaced sold pursuant to such Resale Registration Statement (the “Registration StatementPeriod”), solely with respect . The Selling Securityholders shall have the right to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission select one legal counsel (the “SECLegal Counsel”) as soon as reasonably practical but in to review any event within 30 days following the date hereof. The Resale Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such commentsStatement. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement on Form S-3 and that there are no matters known to the Company that would cause the Company to delay filing the Registration Statement shall cooperate with Legal Counsel in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne by performing the Company; provided that each Party shall be responsible for its fees (including legal fees) and expenses incurred in connection with ’s obligations under the preparation and negotiation terms of this Agreement. The Company shall permit Legal Counsel to review and comment upon the Registration Statements and all amendments and supplements to the Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor report and registration statements on Form S-8) at least five (5) Business Days prior to their filing with the SEC and not file any document containing information relating to the Selling Securityholders to which Legal Counsel reasonably objects. The Company shall (i) cause all Registrable Securities registered hereunder furnish to be listed on each securities exchange on which Legal Counsel, without charge, any correspondence from the Registrable Securities are listed by SEC or the Companystaff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) maintain a transfer agent promptly after the same is prepared and registrar for filed with the SEC, notify Legal Counsel of the filing of any Registration Statement and any amendment(s) thereto, including financial statements and schedules and all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities exhibits, and (iii) make upon the effectiveness of any Blue Sky filings Registration Statement, furnish to Legal Counsel, without charge, one copy of the extent required to register or qualify Registrable Securities under state Blue Sky laws, provided that the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall not be required reasonably cooperate with Legal Counsel in connection therewith or as a condition thereof performing the Company’s obligations pursuant to qualify to do business, where not otherwise required, or to file a general consent to service of process in any state or jurisdictionthis Section 3.1.

Filing of Registration Statement. Subject xXXxX*s shall use reasonable best efforts to file with the terms and conditions SEC within five business days of this Agreementthe Closing Date (but in no circumstances earlier than January 2, the Company shall prepare a Registration Statement on Form S-3, or other applicable form if Form S-3 is not available or has been rescinded or replaced (the “Registration Statement”1998), solely with respect to the 160,536 common shares, par value 0.10 per share, of the Company issued pursuant to this Agreement (“Registrable Securities”) and shall file the Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practical but in any event within 30 days following the date hereof. The Registration Statement shall not be filed as a confidential filing and the Company shall file a responsive amendment to any SEC comments received regarding the Registration Statement as soon as reasonably practical after receipt of such comments. The Company represents and warrants that, as of the date hereof, the Company meets the qualifications to file a Registration Statement registration statement on Form S-3 and that there are no matters known under the Securities Act (the "Registration Statement") for the purpose of registering for resale all the shares of Buyer Common Stock (i) delivered hereunder to the Company that would cause the Company to delay filing the Registration Statement Sellers (including shares released from escrow in accordance with this Section 1.1. All expenses relating to the registration of the Registrable Securities, including (without limitation) all registration, filing, qualification, printers, accounting and legal fees and disbursements shall be borne by the Company; provided that each Party shall be responsible for its fees (including legal feesEscrow Agreement) and expenses incurred in connection with the preparation and negotiation of this Agreement. The Company shall (i) cause all Registrable Securities registered hereunder to be listed on each securities exchange on which the Registrable Securities are listed by the Company, (ii) maintain a transfer agent delivered in accordance with the Target SAR Plan (the "Registrable Shares"). Buyer shall use reasonable best efforts to have such Registration Statement become effective and registrar for cause the Registrable Shares to be registered under the Securities Act and registered, qualified or exempted under the state securities laws of such jurisdictions as any Seller reasonably requests, and to do any and all Registrable Securities registered other acts and things which may be reasonably necessary or desirable to enable the Sellers and the holders of SAR Conversion Shares to consummate the disposition of the shares of Buyer Common Stock issued hereunder and a CUSIP number for all in such Registrable Securities and jurisdictions (iii) make any Blue Sky filings to the extent required to register or qualify Registrable Securities under state Blue Sky lawsprovided, provided however, that the Company Buyer shall not be required in connection therewith or as a condition thereof to qualify to do business, where not otherwise required, business or to file a general consent to service of process in any state such jurisdiction). Notwithstanding the foregoing, Buyer may delay filing the Registration Statement, and may withhold efforts to cause the Registration Statement to become effective, if Buyer determines in good faith that such registration would materially interfere with or jurisdictionadversely affect the negotiation or completion of any financing, acquisition or other transaction that is then being pursued by Buyer, or would require premature disclosure thereby, at the time the right to delay is exercised; provided, however, that the Buyer may not exercise its rights to delay the filing of the Registration Statement or withhold efforts to cause the Registration Statement to become effective more than one time in any 365-day period, and no such delay or withholding may last longer than 90 days.